Fairfax/Nine Merger

FairfaxNine Merger Banner_Oct2018_NoClick.jpg

 

Tax information - FXJ and NEC

Set out below is information relevant to Fairfax Shareholders participating in the scheme of arrangement in relation to the merger of Nine Entertainment Co. Holdings Limited [ASX:NEC] (“Nine”) and Fairfax Media Limited [ASX:FXJ] (“Fairfax”).

  • On 7 December 2018 (Implementation Date), the scheme of arrangement in relation to the merger of Nine and Fairfax was implemented.
  • The Scheme Consideration received by a Fairfax Shareholder for each Fairfax share on the Implementation Date was the aggregate of:
    • $0.025 in cash (the Cash Consideration); and
    • 0.3627 of a New Nine Share (the Scrip Consideration).
  • The market value of New Nine Shares determined as at the Implementation Date was $1.658 per New Nine Share.  This equates to the one day cumulative volume weighted average price (VWAP) of one New Nine Share on 7 December 2018.  
  • The above market value has been determined in accordance with ATO guidelines regarding the determination of market value for scrip consideration in the event of a merger via a scheme of arrangement – click here for further information.
  • Therefore, the total capital proceeds received by a Fairfax Shareholder for the disposal of a Fairfax share under the Scheme was $0.6264 per Fairfax share held.  This is the aggregate of:
    • the Cash Consideration of $0.025; and
    • the market value of the Scrip Consideration as at the Implementation Date, being $0.6014 (calculated as 0.3627 multiplied by $1.658).  
  • For further detail including an example please refer to section 13 of the Scheme Booklet (pages 108-112).  Capitalised terms used in this tax information are as defined in the Scheme Booklet. 

Scheme Booklet

 

ASX Releases

 

Key Dates Relating to the Merger

Event  Indicative Time and Date
 Date of the First Court Hearing on which the Court convenes the Scheme Meeting   Friday, 12 October 2018
 Last time and date by which the Scheme Meeting Proxy Forms must be received
 by the Share Registry
 10:00am (AEDT) on
 Saturday, 17 November 2018
 Last time and date by which the Annual General Meeting Proxy Forms must be
 received by the Share Registry
 10:30am (AEDT) on
 Saturday, 17 November 2018
 Voting Record Date
 Time and date for determining eligibility to vote at the Scheme Meeting
 7:00pm (AEDT) on
 Saturday, 17 November 2018
 Scheme Meeting  10:00am (AEDT) on
 Monday, 19 November 2018
 Annual General Meeting  10:30am (AEDT) on
 Monday, 19 November 2018
IF THE SCHEME IS APPROVED BY THE REQUISITE MAJORITY OF FAIRFAX SHAREHOLDERS
 Second Court Date
 Date of the Second Court Hearing for approval of the Scheme
 Tuesday, 27 November 2018
 Effective Date
 Court order lodged with ASIC and the Scheme becomes Effective
 Last day of trading in Fairfax Shares on the ASX
 Wednesday, 28 November 2018
 Suspension of Fairfax Shares from trading on the ASX  Close of trading on
 Wednesday, 28 November 2018
 Commencement of trading of New Nine Shares on the ASX on a deferred
 settlement basis
 Thursday, 29 November 2018
 Scheme Record Date
 Time and date for determining entitlements to the Scheme Consideration
 7:00pm (AEDT) on
 Friday, 30 November 2018
 Implementation Date
 Cash Consideration to be paid and Scrip Consideration to be issued
 Friday, 7 December 2018
 Commencement of trading of New Nine Shares on the ASX on a normal
 settlement basis
 Monday, 10 December 2018
 All dates following the date of the Meetings are indicative only and, among other things, are subject to all necessary   approvals from the Court and other Regulatory Authorities. Any changes to the above timetable (which may include an   earlier or later date for the Second Court Hearing) will be announced through the ASX and published on this website   (www.fairfaxmedia.com.au). 

 

For Further information

If Fairfax shareholders have any questions or require further information in relation to the Scheme or the Scheme Booklet, they should call the Shareholder Information Line on 1800 072 766 (callers within Australia) or +61 1800 072 766 (callers outside Australia) from Monday to Friday between 8:30am and 5:30pm (AEDT).